Amend #2, Post 2006 Supplemental Executive Retirement Plan


 EXHIBIT 10.5 
 AMENDMENT NUMBER TWO 
 TO THE 
 REGIONS FINANCIAL CORPORATION 
 POST 2006 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 Amended and Restated Effective January 1, 2005 (the
“Supplemental Plan”) 
 As Adopted on December 31, 2008 
 Regions Financial Corporation hereby amends the Plan as follows: 
 1. Effective January 1, 2010, Section 3.01(f) shall be amended to read as follows: 
 (f) Temporary Benefit Freeze. This subsection (f), originally adopted on February 27, 2009, implements a benefit freeze for the period from April 16, 2009 to December 31, 2009 (the
“Freeze Period”). The benefit freeze described in this Section applies to all Participants in the Supplemental Plan, including Participants eligible for Supplemental Benefits, Participants eligible for Enhanced Benefits, and Participants
eligible for the greater of the two benefits. 
 (i) Calculation of Benefits During the Freeze Period.
Notwithstanding subsections (a) through (e), effective April 16, 2009, no Participant shall accrue any additional benefit in the Plan during the Freeze Period. This benefit freeze shall be implemented as follows. The Supplemental Benefit
shall be calculated by determining the benefit in (A) thereof as of April 15, 2009 (the “Freeze Date”) using the Participant’s Credited Service and Average Monthly Earnings (along with any other factors applicable to such
calculation) as of the Freeze Date. The remainder of the calculation of such benefit shall be in accordance with the terms of this Supplemental Plan without regard to this subsection (f). The Enhanced Benefit shall be calculated by determining the
benefit in (A) thereof as of the Freeze Date using the Participant’s Credited Service and Average Monthly Earnings as of the Freeze Date. The estimated Social Security benefit shall be determined using the law in effect on the Freeze Date
and all other factors determined as if the Participant had a Termination of Employment on the Freeze Date. The remainder of the calculation of the Enhanced Benefit shall be in accordance with the terms of this Supplemental Plan without regard to
this subsection (f). 
 (ii) Calculation of Benefits After the Freeze Period. Notwithstanding subsections
(a) through (e), effective January 1, 2010, the Supplemental Benefit shall be calculated by determining the benefit in (A) thereof without regard to service and compensation earned in 2009, and treating 2008 and 2010 as consecutive
years. The remainder of the calculation of such benefit shall be in accordance with the terms of this Supplemental Plan without regard to this

  

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subsection (f). The Enhanced Benefit shall be calculated by determining the benefit in (A) thereof using the Participant’s Credited Service and Average Monthly Earnings without regard
to any service or compensation earned in 2009, and for this purpose, treating 2008 and 2010 as consecutive years. The remainder of the calculation of the Enhanced Benefit shall be in accordance with the terms of this Supplemental Plan without regard
to this subsection (f). 
 (iii) The calculation of the Supplemental Benefit and the Enhanced Benefit, in each
case, involves the calculation of the Participant’s benefit in the Retirement Plan. The benefit in the Retirement Plan has also been frozen for the period April 16, 2009 through December 31, 2009. However, the benefit determined in
this Supplemental Plan during and after the Freeze Period shall take into account the actual benefit in the Retirement Plan as of the date of determination, and not the Freeze Date, as a variety of factors could cause the benefit in the Retirement
Plan to increase or decrease notwithstanding the freeze (including, without limitation, changes in the required actuarial assumptions, indexing of the limits under Section 415 of the Code, and the possibility of an amendment unfreezing the
Retirement Plan as of a different date than the Supplemental Plan). 
 2. All other terms, provisions and conditions of the
Supplemental Plan not herein amended shall remain in full force and effect. 
 IN WITNESS WHEREOF, Regions Financial Corporation
on behalf of itself and all participating Employers has caused this Amendment Number Two to be executed on this 16th day of December, 2009 by its duly authorized officers, effective as provided herein. 
  

			
	 REGIONS FINANCIAL CORPORATION

		
	By:	 	 /s/ David B. Edmonds

		 	David B. Edmonds
		 	Senior Executive Vice President


  

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